Common use of Perfection Agent Clause in Contracts

Perfection Agent. Agent and each Subordinated Creditor agree that solely with respect to (i) any Collateral in which a security interest may only be perfected by title, possession or “control”, or (ii) any shares of the issued and outstanding stock of Earth pledged by PNG as Collateral and held by the Agent, such party shall serve as the contractual representative agent of the other party solely for purposes of perfecting (to the extent not otherwise perfected) the liens in favor of the Subordinated Creditor or liens in favor of Agent and Senior Lenders, as applicable, subject in all events to the relative priorities established pursuant to this Agreement and to the limitations set forth in this Agreement with respect to such party’s liabilities, duties and obligations in respect of the Collateral or otherwise. Without limiting the generality of the foregoing, each party shall be deemed to be an agent of the other party solely for purposes of perfection under the UCC and shall not incur any liabilities, fiduciary duties or obligations whatsoever to the other party due to the provisions of this Section 20. Promptly following the payment in full of the Senior Debt in cash, cash equivalents or other consideration acceptable to the Agent, the Agent shall, upon the request of the Subordinated Creditor, (x) deliver the remainder of such Collateral, if any, in its possession to the designee of the Subordinated Creditor, and (y) deliver any certificates of title held by it in respect of the Collateral (such as motor vehicle titles) and assign the Lien of the Agent on any such certificates of title, without representation, warranty or recourse and otherwise on terms reasonably acceptable to the Required Subordinated Creditor, in each case except as may otherwise be required by applicable law or court order.

Perfection Agent. Agent and each Subordinated Creditor agree that solely with respect to (i) any Collateral in which a security interest may only be perfected by title, possession or “control”, or (ii) any shares of the issued and outstanding stock of Earth pledged by PNG as Collateral and held by the Agent, such party shall serve as the contractual representative agent of the other party solely for purposes of perfecting (to the extent not otherwise perfected) the liens in favor of the Subordinated Creditor Creditors or liens in favor of Agent and Senior Lenders, as applicable, subject in all events to the relative priorities established pursuant to this Agreement and to the limitations set forth in this Agreement with respect to such party’s liabilities, duties and obligations in respect of the Collateral or otherwise. Without limiting the generality of the foregoing, each party shall be deemed to be an agent of the other party solely for purposes of perfection under the UCC and shall not incur any liabilities, fiduciary duties or obligations whatsoever to the other party due to the provisions of this Section 20. Promptly following the payment in full of the Senior Debt in cash, cash equivalents or other consideration acceptable to the Agent, the Agent shall, upon the request of the Subordinated CreditorCreditors, (x) deliver the remainder of such Collateral, if any, in its possession to the designee of the Subordinated CreditorCreditors, and (y) deliver any certificates of title held by it in respect of the Collateral (such as motor vehicle titles) and assign the Lien of the Agent on any such certificates of title, without representation, warranty or recourse and otherwise on terms reasonably acceptable to the Required Subordinated CreditorCreditors, in each case except as may otherwise be required by applicable law or court order.

Perfection Agent. Agent and each Subordinated Creditor agree that solely with respect to (i) any Collateral in which a security interest may only be perfected by title, possession or “"control”, or (ii) any shares of the issued and outstanding stock of Earth pledged by PNG as Collateral and held by the Agent", such party shall serve as the contractual representative agent of the other party solely for purposes of perfecting (to the extent not otherwise perfected) the liens in favor of the Subordinated Creditor Creditors or liens in favor of Agent and Senior Lenders, as applicable, subject in all events to the relative priorities established pursuant to this Agreement and to the limitations set forth in this Agreement with respect to such party’s 's liabilities, duties and obligations in respect of the Collateral or otherwise. Without limiting the generality of the foregoing, each party shall be deemed to be an agent of the other party solely for purposes of perfection under the UCC and shall not incur any liabilities, fiduciary duties or obligations whatsoever to the other party due to the provisions of this Section 20. Promptly following the payment in full of the Senior Debt in cash, cash equivalents or other consideration acceptable to the Agent, the Agent shall, upon the request of the Subordinated CreditorCreditors, (x) deliver the remainder of such Collateral, if any, in its possession to the designee of the Subordinated CreditorCreditors, and (y) deliver any certificates of title held by it in respect of the Collateral (such as motor vehicle titles) and assign the Lien of the Agent on any such certificates of title, without representation, warranty or recourse and otherwise on terms reasonably acceptable to the Required Subordinated CreditorCreditors, in each case except as may otherwise be required by applicable law or court order.